Bhadora Industries Ltd Auditor Reports

Independent Auditor’s Examination Report on The Restated Statement of Assets and Liabilities as at

September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, The Restated Statements of Profit and Loss, The Restated Cash Flow Statement for the period ended September 30, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022. The Summary Statement of Material Accounting Policies, and other Explanatory Information (Collectively, The "Restated Summary Financial Information")

To

The Board of Directors

Bhadora Industries Limited

(Formerly Known as Bhadora Industries Private Limited)

Office No. 505 Plot No 39.405, NRK BIZ PARK PU-4, Scheme N 54, Indore, Madhya Pradesh, India, 452010

Dear Sirs,

1. We, S.K. Khandelwal & Associates. ("We" or "us") have examined the attached Restated Financial Information of Bhadora Industries Limited (Formerly known as Bhadora Industries Private Limited (the "Company" [or the "Issuer"]), comprising the Restated Statement of Assets and Liabilities as at [ September 30, 2024, March 31, 2024, 2023, 2022], the Restated Statements of Profit and Loss, the Restated Statement of Changes in Equity, the Restated Cash Flow Statement for the period ended September 30, 2024 and years ended March 31, 2024, 2023 and 2022 the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 06/01/2025for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("IPO")] prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

Management’s Responsibility for the Restated Summary Financial Information

2. The Company’s Management and Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") to be filed with Securities and Exchange Board of India("SEBI"), National Stock Exchange of India Limited ("NSE") and Registrar of Companies (Madhya Pradesh) in connection with the proposed IPO. The Restated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Annexure IV (A)to the Restated Financial Information. The Board of Directors of the Companies responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

Auditor’s Responsibility

3. We have examined the Restated Financial Information taking into consideration: a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 01/09/2024in connection with the proposed IPO of equity shares of the Issuer/[Company];

b) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note"). The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and

d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. These Restated Financial Information have been compiled by the management from:

a) Audited Special Purpose Interim Financial Statements of the Company for the period ended September 30, 2024 audited by us prepared in accordance with the Accounting Standards (Indian GAAP) which have been approved by the Board of Directors at their meeting held on 06/01/2025 and the b) Audited Financial Statements for the years ended March 31, 2024, 2023, and 2022, respectively. The financial statements of the Company for the year ended March 31, 2022, 2023 and have been audited by M/s. RTJS & Co., Chartered Accountants, Chhatarpur (the "Previous Auditor").

5. For the purpose of our examination, we have relied on: a) Auditors’ reports issued by us dated 06/01/2025 on the Interim financial statements for the period ended September 30, 2024 and

b) Auditors’ reports issued by us dated 05/09/2024on the financial statements as at and for the year ended March 31, 2024 and

c) Auditors’ Report issued by the previous auditor dated September 01, 2022 and August31, 2023 financial statements as at and for the years ended March 31, 2022, 2023 respectively. The audits for the financial years ended March 31, 2022 and 2023 were conducted by the Company’s previous auditors, M/s. RTJS & Co., Chartered Accountants, Chhatarpur, (the "Previous Auditors"), and accordingly reliance has been placed on the restated statement of assets and liabilities and the restated statements of profit and loss and cash flow statements, the Summary Statement of Significant Accounting Policies, and other explanatory information and (collectively, the "2022 and 2023 Restated Financial Information") examined by them for the said years. The examination report included for the said years is based solely on the report submitted by the Previous Auditors. They have also confirmed that the 2022 and 2023 Restated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial year ended March 31, 2023 to reflect same accounting treatment as per the accounting policies and grouping/classifications followed for the period March31, 2024.

6. Taking into consideration the requirements of Section 26 of Part I of Chapter III of the Act, the Regulations and the terms of our engagement agreed with you, we further report that:

1. Restated Summary Financial Information of the Company as at and for the period ended September 30, 2024 and each of the years ended March 31, 2024, March 31, 2023 and March 31, 2022 have been examined by us, as set out in Annexure I to Annexure IV to this report. These Restated Summary Financial Information have been prepared after regrouping, which is more fully described in material accounting policies and notes (Refer Annexure V);
2. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information:
1. The Restated Summary Financial Information have to be read in conjunction with the notes given in Annexure V; and

ii.) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2022, 2023 and 2024 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the six months period ended September 30, 2024.

7. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements.

8. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by the Previous Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

9. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

10. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited ("NSE") and Registrar of Companies (Madhya Pradesh), in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

Opinion

11. In our opinion, the financial information contained in Annexure I to Annexure III of this report read with the respective Significant Accounting Polices and Notes to Accounts and Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note and give a true and fair view in conformity with the accounting principles generally accepted in India, to the extent applicable.

For S.K. Khandelwal & Associates Chartered Accountants ICAI Firm Registration No-002305C ICAI Peer Review Certificate No-018931 Sd/- CA. Shubham Khandelwal Partner M.No. 412128 Date: 06.01.2025 Place: Indore UDIN: 25412128BMIEJF3594